Second Amended and Restated Executive Employment Agreement between Grand Canyon Education, Inc. and Kathy J. Claypatch (Chief Information Officer)
This agreement is between Grand Canyon Education, Inc. and Kathy J. Claypatch, outlining the terms of her continued employment as Chief Information Officer. It sets her base salary, eligibility for bonuses and equity awards, and describes her duties, work location, and benefits. The agreement is effective January 1, 2025, through June 30, 2028, with automatic one-year renewals unless either party gives 90 days' notice. It also details conditions for termination, reimbursement of business expenses, and other employment terms.
Exhibit 10.1
SECOND AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
(Chief Information Officer)
This Second Amended and Restated Executive Employment Agreement (the “Agreement") is entered into on April 29, 2025, and is effective as of January 1, 2025 (the “Effective Date”), by and between Grand Canyon Education, Inc., a Delaware corporation (the “Company”) and Kathy J. Claypatch (“Executive”).
WHEREAS, Company and Executive are parties to an amended and restated executive employment agreement effective as of July 1, 2021, and effective July 1, 2023, (the “Original Agreement”), and Executive has been employed with Company since that time; and
WHEREAS, Company and Executive desire to amend and restate the Original Agreement through the execution and delivery of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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Notwithstanding Section 7.2(b), if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8.
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13.1 | During the Term, Executive will be covered by the Company’s director and officer insurance policy to the same extent as all other senior executive officers of the Company. |
13.2 | Following the execution of this Agreement, the director and officer indemnification agreement executed by the Company and Executive will continue in effect in accordance with its terms. |
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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.
EXECUTIVE
Dated: 4/30/2025By: /s/ Kathy J. Claypatch
Name:Kathy J. Claypatch
Address:2600 West Camelback Road
Phoenix, Arizona 85017
GRAND CANYON EDUCATION, INC.
Dated: 4/30/2025By: /s/ Daniel E. Bachus
Name:Daniel E. Bachus
Title:Chief Financial Officer
Address:2600 West Camelback Road
Phoenix, Arizona 85017
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